EXHIBIT A
EXHIBIT
A
Granted
Under 2007 Equity Incentive Plan
1. Grant
of Option.
This
agreement evidences the grant by Somerset Hills Bancorp, a New Jersey
corporation (the “Company”), on
, 200[ ]
(the “Grant Date”)
to [ ],
an [employee], [consultant], [director] of the Company (the “Participant”), of
an option to purchase, in whole or in part, on the terms provided herein and
in
the Company’s 2007 Equity Incentive Plan (the “Plan”), a total of
[
] shares (the “Shares”) of common stock,
without par value per share, of the Company (“Common
Stock”) at
$[ ] per
Share. Unless earlier terminated, this option shall expire at 5:00
p.m., Eastern time, on [_______] (the “Final Exercise
Date”).
It
is
intended that the option evidenced by this agreement shall not be an incentive
stock option as defined in Section 422 of the Internal Revenue Code of 1986,
as
amended, and any regulations promulgated thereunder (the
“Code”). Except as otherwise indicated by the context, the term
“Participant”, as used in this option, shall be deemed to include any person who
acquires the right to exercise this option validly under its terms. Defined
terms used herein and not otherwise defined shall have the meanings ascribed
to
them under the Plan, which is incorporated into and made a part of this
Agreement.
2. Vesting
Schedule.
This
option will become exercisable (“vest”) as follows:
|
DATE
|
NUMBER
OF SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notwithstanding
the foregoing, upon the occurrence of a Change In Control Event, this option
shall immediately become exercisable for all Shares listed under Section
1.
The
right
of exercise shall be cumulative so that to the extent the option is not
exercised in any period to the maximum extent permissible it shall continue
to
be exercisable, in whole or
in
part,
with respect to all Shares for which it is vested until the earlier of the
Final
Exercise Date or the termination of this option under Section 3 hereof or the
Plan.
3. Exercise
of Option.
(a) Form
of Exercise. Each election to exercise this option shall be in
writing in the form attached hereto as Exhibit A, signed by the
Participant, and received by the Company at its principal office, accompanied
by
this agreement, and payment in full in the manner provided in the
Plan. The Participant may purchase less than the number of shares
covered hereby, provided that no partial exercise of this option may be for
any
fractional share.
(b) Continuous
Relationship with the Company Required. Except as otherwise
provided in this Section 3, this option may not be exercised unless the
Participant, at the time he or she exercises this option, is, and has been
at
all times since the Grant Date, an employee or officer or director of, or
consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive
option grants under the Plan (an “Eligible Participant”).
(c) Termination
of Relationship with the Company. If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this option shall
terminate three months after such cessation (but in no event after the Final
Exercise Date), providedthat this option shall be exercisable only
to the extent that the Participant was entitled to exercise this option on
the
date of such cessation. Notwithstanding the foregoing, if the
Participant, prior to the Final Exercise Date, violates the non-competition
or
confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Participant and the
Company, the right to exercise this option shall terminate immediately upon
written notice to the Participant from the Company describing such
violation.
(d) Exercise
Period Upon Death or Disability. If the Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior
to the Final Exercise Date while he or she is an Eligible Participant and the
Company has not terminated such relationship for “cause” as specified in
paragraph (e) below, this option shall be exercisable, within the period of
one
year following the date of death or disability of the Participant, by the
Participant (or in the case of death by an authorized transferee),
providedthat this option shall be exercisable only to the extent
that this option was exercisable by the Participant on the date of his or her
death or disability, and further provided that this option shall not be
exercisable after the Final Exercise Date.
(e) Discharge
for Cause. If the Participant, prior to the Final Exercise Date,
is discharged by the Company for “cause” (as defined below), the right to
exercise this option shall terminate immediately upon the effective date of
such
discharge. “Cause” shall mean willful misconduct by the Participant
or willful failure by the Participant to perform his or her responsibilities
to
the Company (including, without limitation, breach by the Participant of any
provision of any employment, consulting, advisory, nondisclosure,
non-competition or other similar agreement between the Participant and the
Company), as determined by the Company, which determination shall be
conclusive.
4. Withholding.
No
Shares
will be issued pursuant to the exercise of this option unless and until the
Participant pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law
to
be withheld in respect of this option.
5. Nontransferability
of Option.
An
Option
granted hereunder may only be transferred or assigned by a Participant to an
(i)
immediate family member, (ii) a trust, benefit plan or similar arrangement
established for the benefit of a Participant or one or more immediate family
members, or (iii) to a limited liability company, partnership, limited
partnership or similar entity consisting of, at the time of transfer or
assignment, the Participant and one or more immediate family
members. For purposes of this provision, the term "immediate family
member" means a Participant's spouse, parents, children (whether biological,
by
adoption or by marriage) grandchildren and great
grandchildren. Except as permitted under this Section 5, and except
for transfers undertaken pursuant to will or by the laws of decent and
distribution, Options granted hereunder shall not be transferable or
assignable.
Provisions
of the Plan.
This
option is subject to the provisions of the Plan, a copy of which is furnished
to
the Participant with this option.
IN
WITNESS WHEREOF, the Company has caused this option to be executed under its
corporate seal by its duly authorized officer. This option shall take
effect as a sealed instrument.
|
|
|||
|
Dated:
________________
|
By:
|
||
|
Name:
|
|||
|
Title:
|
|||
PARTICIPANT’S
ACCEPTANCE
The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof. The undersigned hereby acknowledges receipt of a
copy of the Company’s 2007 Equity Incentive Plan.
|
PARTICIPANT:
|
|||
|
|
|||
|
Address:
|
|
||
|
|
|||
EXHIBIT
A
NOTICE
OF STOCK OPTION EXERCISE
Date:
_____
_____________________
_____________________
_____________________
Attention: Treasurer
Dear
Sir
or Madam:
I
am the
holder of a Stock Option granted to me under the Somerset Hills Bancorp (the
“Company”) 2007 Equity Incentive Plan on _________ for the purchase of
__________ shares of Common Stock of the Company at a purchase price of
$__________ per share.
I
hereby
exercise my option to purchase _________ shares of Common Stock (the “Shares”),
for which I have enclosed__________in the amount of ________. Please
register my stock certificate as follows:
|
Name(s):
|
|||
|
|
|||
|
Address:
|
|
||
|
Tax
I.D. #:
|
|||
|
Very
truly yours,
|
|||
|
_____________________________
|
|||
|
(Signature)
|
|||
